Helio Corp (NASDAQ: HLEO) insider acquires 5.19M shares via note exchange

Rhea-AI Filing Summary

Helio Corp reported that a director, officer, and 10% owner who serves as Chief Engineer acquired additional common stock through a debt-for-equity exchange. On December 2, 2025, certain outstanding promissory notes, including accrued interest, were exchanged for common stock at a conversion price of $0.142971 per share, based on the 20-day volume-weighted average price immediately before the conversion date. This transaction resulted in the acquisition of 5,193,898 shares of Helio Corp common stock and brought the reporting person’s directly held beneficial ownership to 7,730,239 shares.

Insights

Corporate governance analyst

Insider converts promissory notes into 5.19M Helio Corp shares.

A Helio Corp director, officer, and 10% owner increased their equity stake by exchanging outstanding promissory notes, including accrued interest, for common stock. The exchange was effected on December 2, 2025 under an Exchange Agreement with a conversion price of $0.142971 per share, set using the 20-day volume-weighted average price before conversion.

The transaction added 5,193,898 common shares to the insider’s holdings and brought their directly owned beneficial stake to 7,730,239 shares. Because the consideration was outstanding promissory notes rather than cash, this reflects a shift from debt claims to equity ownership, concentrating the insider’s exposure in the company’s stock.

The overall effect on existing shareholders depends on the company’s total shares outstanding and capital structure, which are not detailed in this excerpt. Future company disclosures may provide more context on how this insider debt-for-equity exchange fits into Helio Corp’s broader financing and governance profile.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Turin Paul Stuart

(Last) (First) (Middle)

2418 GRANT ST

(Street)

BERKELEY CA 94703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Helio Corp /FL/ [ HLEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Engineer

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	12/02/2025		M		5,193,898	A	(1)	7,730,239	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On December 2, 2025, the reporting person entered into an Exchange Agreement with the Issuer pursuant to which certain outstanding promissory notes (including accrued interest) were exchanged for common stock at a conversion price of $0.142971, representing the 20-day VWAP immediately preceding the conversion date.

	/s/ Paul S. Turin	12/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Helio Corp (HLEO) report in this Form 4?

The filing reports that a Helio Corp director, officer, and 10% owner exchanged outstanding promissory notes, including accrued interest, for common stock under an Exchange Agreement on December 2, 2025.

How many Helio Corp (HLEO) shares did the insider acquire in the exchange?

The reporting person acquired 5,193,898 shares of Helio Corp common stock through the debt-for-equity exchange.

What was the conversion price for the Helio Corp promissory notes?

The promissory notes, including accrued interest, were converted into common stock at a price of $0.142971 per share, which represented the 20-day VWAP immediately preceding the conversion date.

What is the insiders beneficial ownership in Helio Corp after this transaction?

Following the reported transaction, the insider beneficially owns 7,730,239 shares of Helio Corp common stock in direct ownership form.

What roles does the reporting person hold at Helio Corp (HLEO)?

The reporting person is a Director, a 10% Owner, and an Officer of Helio Corp, serving in the role of Chief Engineer.

Was this Helio Corp insider transaction cash-based or a debt-for-equity swap?

It was a debt-for-equity exchange, where certain outstanding promissory notes and accrued interest were exchanged for Helio Corp common stock under an Exchange Agreement.